I,
Joseph Jimenez, Jr., hereby acknowledge that my employment with the
Company (which is defined to include H.J. Heinz Company, Heinz
Management L.L.C., H.J. Heinz Company Ltd. and each of their
related companies, subsidiaries and affiliates) will end effective
on the date as provided in the Memorandum, dated April 28,
2006, from Steve Clark of the Company to me (hereinafter, the
“Memorandum”).
I
further acknowledge that I have studied and understand the
Memorandum which, together with its attachments, describes the
Enhanced Severance Package that has been offered to me in
exchange for my execution of this General Release. After giving it
due consideration, and without any undue influence, pressure, or
coercion, I elect to accept the Enhanced Severance Package .
I acknowledge that the Enhanced Severance Package is in
addition to those benefits to which I am otherwise entitled under
Company policies and practices, and that it would not be available
to me without the benefit of this General Release.
Therefore,
in exchange for the Enhanced Severance Package which is to
be paid by the Company to me, I have signed this General Release
and agree to irrevocably and unconditionally release any and all
claims that I may have against the Releasees, as described
below.
The
Releasees are the Company (Heinz Management L.L.C., H.J. Heinz
Company, H.J. Heinz Company, Ltd. and each of their related
companies, subsidiaries, divisions and affiliates, and, with
respect to each such entity, all of its past and present employees,
officers, directors, agents, invitees, attorneys, insurers,
employee benefit plans, funds, programs, or arrangements providing
pension, welfare, and fringe benefits and their respective
administrators, and their successors and/or assigns, jointly and
individually, all in such capacities. I, on behalf of myself, my
heirs, executors, administrators, successors, and assigns, and
intending to be legally bound, do hereby expressly and
unconditionally release and forever discharge the Releasees of and
from any and all claims, rights, demands, costs, actions, causes of
action, obligations, damages, and liabilities (hereinafter
“Claims”), whether known or unknown, of whatever kind
or nature, that arose on or before the date I signed this General
Release, including, but not limited to, all Claims arising out of
or in any way related to my employment with the Company or any
Released entity, the terms and conditions of my employment with the
Company or any Released entity, the termination of my employment
with the Company or any Released entity, and the continuing effects
thereof. I intend that this General Release include, but not be
limited to, the discharge and release by me of the following Claims
against any Releasee:
(i) all
Claims under any legal, equitable, statutory, contractual, common
law, or tort theory, such as Claims for wrongful or constructive
discharge, physical or personal injury, infliction of emotional
distress, fraud, fraud in the inducement, negligent
misrepresentation, defamation, invasion of privacy, interference
with contract or with prospective economic advantage, breach of
express or implied contract, breach of covenants of good faith and
fair dealing, and similar or related Claims;
(ii) all
Claims under any federal, U.K., English, European Union, state, or
local law, statute, ordinance, regulation, or executive order that
prohibits employment discrimination, harassment, or retaliation
based on religion, national origin, ancestry, marital status, sex,
sexual orientation, age, race, color, handicap, disability,
retaliation, or any other characteristic proscribed by law or
activity protected by law, including but not limited to the Age
Discrimination in Employment Act of 1967; the Older Workers Benefit
Protection Act; Executive Order 11141; Title VII of the Civil
Rights Act of 1964; the Civil Rights Act of 1991, 42 U.S.C.
§1981; the Equal Pay Act; the Americans with Disabilities Act;
Sections 503 and 504 of the Rehabilitation Act of 1973; the
Pennsylvania Human Relations Act; the Pittsburgh City Code; Sex
Discrimination or Victimization under the Sex Discrimination Act of
1975; and any other federal, state, or local law, and any
amendments thereto, that prohibits employment discrimination,
harassment or retaliation of any kind;
(iii) all
Claims under federal employment statutes, such as the Family and
Medical Leave Act of 1993, the Employee Retirement Income Security
Act of 1974, the Fair Labor Standards Act of 1938, and any other
federal laws relating to employment, such as veterans’
reemployment rights laws;
(iv) all
Claims under any other federal, U.K., English, European Union,
state or local laws that restrict an employer’s right to
terminate employees or otherwise regulate employment, including but
not limited to the Pennsylvania Wage Payment and Collection
Law;
(v) any
Claims for or relating to the payment of back or front pay; the
recovery of compensatory, liquidated or punitive damages; the
receipt of or entitlement to medical benefits, compensation, stock
options, deferred compensation, bonuses, lost wages, unused accrued
vacation, sick pay, or short-term or long-term disability benefits;
the payment of severance under any Company plan or similar benefits
or for post-employment health or group insurance benefits; the
recovery of the fees, costs, or expenses of any attorneys who are
or who have represented me in connection with this General Release;
and any other matters that have or which could have been asserted
by me or on my behalf against any Releasee;
(vi) any
claims arising under U.K., English or European Union law,
regulations or requirements, including the following: unlawful
deductions from wages under the Employment Rights Act 1996; unfair
dismissal under the Employment Rights Act 1996; sex discrimination
or victimization
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under the Sex
Discrimination Act 1975; a claim under or relying on the Equal Pay
Act 1970 or Article 141 of the Treaty of Rome; a claim for
detriment suffered under part V of the Employment Rights Act 1996;
a breach of the Working Time Regulations 1998 and damages under the
Data Protection Act 1998.
This
Agreement is intended to be binding and satisfy the conditions
regulating Compromise Agreement and Compromise Contracts under the
Equal Pay Act 1970, the Employment Rights Act 1996, the Sex
Discrimination Act 1975, the Working Time Regulations 1998 and the
Public Interests Disclosure Act 1998.
I
understand that I am releasing Claims that I may not know about.
That is my knowing and voluntary intent, even though I recognize
that someday I might learn that some or all of the facts I
currently believe to be true are untrue and even though I might
then regret having signed this General Release. Nevertheless, I am
assuming that risk and agree that this General Release shall remain
effective in all respects in any such case. I expressly waive all
rights that I might have under any law that is intended to protect
me from waiving unknown claims and I understand the significance of
doing so.
I understand that this General Release shall not include any
Claims that I might have relating to or arising out of the
enforcement of this General Release or the Memorandum or to any
Claim for any benefits vested under any Heinz-sponsored employee
benefit plan, any Claim for unemployment c
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